Baofeng Ma

I have never thought that these can be interpreted as legal documents. If so, yeah, there are lots of leaflet, website or notice, which clearly indicate that all people except for board members are members, not volunteers.

I see. The society provides public service about something like adult education. It did provide.

The one thing for sure: there is no any legal document for the society. As far as I know, the one or two founding members controlled the important resources, for example, public donations, to run the society. No one knows how much he has received (not transparent at all), but everybody knows the money for running is from him. In return he also needs the society, including the so-called “members”, and “public service”, etc. to justify for more donations from somewhere that no one knows. Recently he resigned from the board because of some legal issues he faced, but still “remotely” controlling the board. More specifically, after the society formed, one founding member used the society as a tool for attracting donations.

After I reviewed the earliest formation documents for the society, I tend to believe that the confusion is caused by the fact: It is an unincorporated society and the bylaws did not state clearly how to address fundamental matters of governance. The underlying reason explained by some earlier board members is that the ambiguous wording in the bylaws is on purpose because the founding members want to control the society but at the same time to make the public and members believe that the authority belongs to the whole membership. Thus the bylaws give the authority of membership to remove the board members, but retain the power of the board removing this provision as Richard commented. In one word, what the three founding members want is autocracy in reality but democracy viewed by the public and most members who does not pay attention to its running. Therefore, when more and more ordinary members realize that the membership does not enough power to be against the board’ decision, they either leave or make arguments, and cause the conflict.

Chapter II defines it as “nonprofit charitable society”. The current president, one of three charter members, claims that the society has always been the private property of the three founding members in reality in an inner circle. However they don’t say this publicly because I believe they want to attract more public donations by the way of leaving a good impression of running for public service, and attract many members who are willing to providing their services. This might constitute cheating or a crime.

The nomination and approval of a new board member happened in board meetings. Based on the provision "A new board member shall be nominated by a board member and approved by a two-third vote of the board membership", I am not sure if nominating a write-in candidate by an ordinary member is permissible and the approval is feasible.

Sorry for not being clear because of my typing mistakes. It should be "A new board member shall be nominated by a board member and approved by a two-third vote of the board membership"

Yes, no limitations on the reason. In annual meetings the name of each board member is put on the ballot. So it looks that a board member can be easily removed according to the provision. However, practically there were a few of votes against board members. The attendance was always low, ~20, consisting of board members and their friends. I am investigating the reasons. One reason might be that the “potentially dangerous” ordinary members had been forced out before the meetings. The bylaws have no provision for the extreme case because there were almost no member voting against them, or only a few if any in the past. The early bylaws list the first group of board members and the revision has no this provision, meaning the existing bylaws won’t work for a new society. I am curious too. I am investigating it and will keep updated. Thank you for these thoughts.

The bylaws only specify: Practically, it is not urgent to fill the vacancy because the number is not constant. If a candidate chosen by one officer is suitable, the board would approve it. If one board member is not cooperative or is against their privileges, many other board members would expel this person out of the board. Many members have been forced out of board, including one previous president.

Yeah, you are correct. In addition, RONR (12th ed.) 56:2 has a similar description. But I always feel there is something wrong because the membership has almost no control of the society's business. This is very similar to the situation of an authoritarian regime where its citizens have no right to elect their leaders and no right to make their laws. It looks that it is no longer a deliberative assembly. RONR (12 ed.) 1:1

According to RONR (12th ed.) 55:6, "It is in effect a motion to rescind the bylaws, and therefore requires for its adoption the same notice and vote as to amend them". The bylaws specify: The bylaws may be amended by a two-third vote of the board membership with a 7-day notice. It looks that the membership does not have the role in dissolving this unincorporated society.

Removed because edited.

The membership meeting has no part of election. The board members have not any term limits. The bylaws specify: Board members: The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the membership meeting. The annual membership meeting shall be in October or November. A board member shall be removed by a majority vote in a membership meeting.

My question is how the ordinary members change the bylaws back. It is an unincorporated society. Many board members enjoy the rights of governing the society (~7-9 members), authorized by the bylaws. They don’t want to give up the power and the benefit obtained from the power. When one broad member was vacant, the board appointed somebody to fill the vacancy. The new board member has no intention of changing the bylaws. Importantly ordinary members have no right of proposing an amendment. I am wondering if it is acceptable to declare that the bylaws is illegitimate because the bylaws is against the fundamental principle of parliamentary law, for example, depriving its members (except board members) of the basic voting right in both electing its leaders and making rules for the society). RONR (12th ed.) 25:9

Background: One society passed an autocratic bylaws depriving its members of electing the officers and amending the bylaws. Many members have tried to change back for many years but failed. It is an unincorporated society. The membership meeting has no part of election. The board members have not any term limits. Many board members enjoy the rights of governing the society (~7-9 members), authorized by the bylaws. They don’t want to give up the power and the benefit obtained from the power. When one broad member was vacant, the board appointed somebody to fill the vacancy. The new board member has no intention of changing the bylaws. Importantly ordinary members have no right of proposing an amendment. The bylaws have some rules limiting its further amendments practically by its ordinary members or some board members: Article IV meetings The annual membership meeting shall be in October or November. A quorum in a membership meeting is 20. A board member shall be removed by a majority vote in a membership meeting. Article V, Officers and Board The officers of the organization shall be the president, secretary and treasurer. The officers shall be nominated by a board member and appointed by a majority vote of the board membership. The number of board members ranges from 5 to 11. A new member shall be nominated by a board member and approved by a two-third vote of the board membership. Article VIII Amendment of Bylaws The bylaws may be amended by a two-third vote of the board membership with a 7-day notice.

Chapter Quorum in Parliamentary Law (P356): "Since it is impracticable to secure the attendance of all the members of a society at many of its meetings, it is necessary to allow a certain proportion of the membership to transact the business of the society." This sentence also states the reason why the quorum is set. In other words, if all members are present, the quorum can be waived automatically.

I read the book carefully again. The requirement of a quorum is a protection against unrepresentative action. If all members are present, these represent the society fully, and there is no need of the protection at all. RONR (12th ed.) 3:3

You are awesome. 👏

Bylaws of a society: 1. The quorum for a membership meeting is 4. 2. The approval of a new member needs a 2/3 vote in a membership meeting. The society has only 3 members now. It looks that this society can do nothing, or is dead. Is there any way to do?

If bylaws of a society requires electing office by ballot, and the society did it by voice, the action should be what RONR 12ed. 23:6(e) says. If a member is allowed to call for a point of order when there is no business pending, the point of order is a main motion. Is it correct?